0001015402-01-503036.txt : 20011019
0001015402-01-503036.hdr.sgml : 20011019
ACCESSION NUMBER: 0001015402-01-503036
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20011012
ITEM INFORMATION: Acquisition or disposition of assets
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20011015
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: HOT PRODUCTS INC COM
CENTRAL INDEX KEY: 0001000079
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
IRS NUMBER: 860737579
STATE OF INCORPORATION: AZ
FISCAL YEAR END: 0430
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-27382
FILM NUMBER: 1758705
BUSINESS ADDRESS:
STREET 1: 7625 EAST REDFIELD ROAD, SUITE 200
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85260
BUSINESS PHONE: 4803689490
MAIL ADDRESS:
STREET 1: 7625 EAST REDFIELD ROAD, SUITE 200
CITY: SCOTTSDALE
STATE: AZ
ZIP: 85260
FORMER COMPANY:
FORMER CONFORMED NAME: SC&T INTERNATIONAL INC
DATE OF NAME CHANGE: 19950918
8-K
1
doc1.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest reported): October 12, 2001
Hot Products, Inc.com
---------------------------------------------
(Exact name of registrant as specified in its charter)
Arizona 0-27382 86-0737579
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7625 E. Redfield Road Suite 200 85260
Scottsdale, Arizona
-------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 480-368-9490
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 10, 2001, the Registrant entered into a Preliminary
Agreement for Merger with International Global Positioning, Inc. (IGP), a Nevada
Corporation. International Global Positioning, Inc. will be merged into Hot
Products, Inc.com, (HPIC) with Hot Products, Inc.com being the surviving
corporation. The closing of the purchase transaction is intended to occur no
later than November 30, 2001.
As part of this transaction the Surviving Corporation's name will be changed to
International Global Positioning, Inc.
This proposed merger between International Positioning Inc. and Hot Products
Inc.com is viewed by HPIC's Board of Directors as an essential mechanism for
ensuring the future interests of the company and its shareholders. The combined
new entity will create a synergy and industry dynamics that offer it the ability
to successfully penetrate numerous markets around the world.
IGP stands on the forefront of the next burgeoning industry, Global Satellite
technology. IGP is positioned to become a global leader in the development and
distribution of numerous consumer-oriented devices that incorporate State-of-the
Art, Global Positioning Technology. IGP's first device, RES-Q1, targeted at the
North American automotive industry, is a Telematic, Automatic Tracking and
Security System, that offers "real-time" security surveillance and personal
tracking capabilities. HPIC alleges that IGP's RES-Q1 product and marketing
program, incorporates enhanced features that makes it more "user friendly" than
GM's On-Star system, and which should also dramatically impact sales of current
market leader, LoJack, which utilizes the obsolete RF technology, as compared
to QPS. The RES-Q1 device is one of many innovative new products planned for
introduction by IGP that will address a wide spectrum of the Automotive,
Consumer and Pet market categories.
HPIC, is quickly becoming recognized as an innovative industry leader in the
development and distribution for a wide range of comprehensive Road Emergency
and Automotive Survival products. HPIC currently supplies its products to Toyota
Motor Sales, Harley Davidson, Jiffy Lube, Polaris Industries, Plow & Hearth etc.
HPIC plans to integrate its entire line under IGP's RES-Q brand name upon
completion of the merger.
HPIC feels strongly that through this merger, which will allow it direct access
to the over 100,000 automotive dealerships, throughout North America, combined
with the product development, marketing and management expertise of the new
entity, that IGP will have created an industry dynamics and product marketing
synergy, unparalled within the industry, that should greatly enhance shareholder
value for the investors of both companies.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
Exhibit
Number Exhibit Description
-------- -------------------
99.1 Preliminary Agreement for Merger
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.
HOT PRODUCTS, Inc.com
By: /s/ James L. Copland
------------------------------
James L. Copland
President and Chief Operating Officer
Dated: October 12, 2001
EXHIBIT INDEX
Exhibit
Number Exhibit Description
------- --------------------
99.1 Preliminary Agreement for Merger
EX-99.1
3
doc2.txt
October 12, 2001
EXHIBIT 99.1
Michael J. Coker, President and CEO
International Global Positioning, Inc.
3200 North Central Avenue, Suite 1990
Phoenix, Arizona 85012
Re: Preliminary Agreement for Merger
Dear Mr. Coker:
This letter evidences the Preliminary Agreement between HOT PRODUCTS,
INC.COM, an Arizona corporation ("HPIC"), and INTERNATIONAL GLOBAL POSITIONING,
INC., a Nevada corporation ("IGP") for a proposed transaction (the
"Transaction") by which IGP will be merged into HPIC. This Preliminary Agreement
is subject to the satisfaction of several contingencies, including the execution
by both parties of definitive agreements and the satisfactions of conditions set
forth in those definitive agreements. The terms of the Transaction are set forth
below.
1. Merger. IGP and HPIC will merge, with HPIC being the surviving
------
corporation (the "Surviving Corporation"). The Surviving Corporation will remain
a reporting company under the Securities Exchange Act of 1934, as amended.
2. Name Change. As a part of the Transaction, the name of the
------------
Surviving Corporation changed to INTERNATIONAL GLOBAL POSITIONING, INC. HPIC and
IGP acknowledge that this will require assignment of a new CUSIP # and trading
symbol for HPIC.
3. Board of Directors. The Surviving Corporation will have a new
--------------------
board of directors which board will be comprised of three members designated by
IGP, two members designated by HPIC, and two outside members approved by both
HPIC and IGP.
4. Reverse Stock Split. HPIC will effectuate a one-for-five reverse
---------------------
split of its currently issued and outstanding shares, resulting in 2,043,125
shares being issued and outstanding. This reverse split will also reduce
outstanding HPIC warrants to 99,048 at a conversion price of $5.00/share.
5. New Warrants. The Surviving Corporation will authorize up to
-------------
420,000 warrants convertible into one share at $1.50/share, which warrants shall
be issued to certain holders of warrants of IGP in cancellation of such
outstanding IGP warrants.
PAGE 2. AGREEMENT
6. Shares to IGP Shareholders. As a part of the Transaction, current
---------------------------
holders of IGP shares will have their shares converted into 16,846,112
restricted shares of the Surviving Corporation.
7. Shares to HPIC Management. As a part of the Transaction, the
----------------------------
Surviving Corporation will issue 1,110,763 restricted shares to the current
management of HPIC in exchange for the cancellation of all existing management
and employee agreements, as well as vested warrants, options and stock rights
not yet exercised or converted. Current management will resign in exchange for
such compensation.
8. New Employment Agreements. The Surviving Corporation will execute
--------------------------
new employment contracts with its management.
9. Due Diligence. The period from the execution of this Preliminary
--------------
Agreement until 75 days thereafter shall be referred to as the "Due Diligence
Period." During the Due diligence Period, each of HPIC and IGP and its
attorneys, accountants and agents, shall have the opportunity to conduct a due
diligence investigation of the other party. This shall include, without
limitation, the inspection by each party of the assets, books and records, and
all material documents of the other party. HPIC and IGP shall each deliver to
the other such copies of the books and records relating to that party's business
as may be reasonably requested by the other party. HPIC and IGP shall each fully
cooperate with the other in the due diligence inspection.
10. IGP Audit. IGP will complete an audit of its financial
----------
statements, satisfactory to HPIC, within 60 days from the date of this
Preliminary Agreement.
11. Necessary Action. IGP and HPIC will each take such action as may
-----------------
be required to effectuate the Transaction.
12. Closing. The closing of the purchase transaction will occur on
-------
the date specified for closing in the definitive Agreement and Plan of Merger
("Closing"), but no later than November 30, 2001. The Closing is subject to the
following conditions: (a) execution of a mutually acceptable Agreement and Plan
of Merger; and (b) completion, to each party's reasonable satisfaction, of its
due diligence investigation of the other party; and (c) approval by the
Shareholders of each party.
13. Agreement and Plan of Merger. HPIC and IGP will use their best
-------------------------------
good faith efforts to negotiate and execute a mutually acceptable definitive
Agreement and Plan of Merger within 30 days from the date this Preliminary
Agreement is executed by the parties. The Agreement and Plan of Merger will
include, among other items, standard and adequate representations and
warranties, conditions to Closing and indemnification provisions which are
customary in a transaction of this type.
PAGE 3. AGREEMENT
14. No Solicitation of Competing Offers. For a period of 60 days from
-----------------------------------
the execution of this of this Preliminary Agreement, neither party will solicit
or negotiate with any other individual or entity for a merger or sale of its
assets.
15. Notice. All notices provided for by this Preliminary Agreement
------
shall be in writing and shall be deemed received by the intended recipient: (a)
the business day that such notice is sent by telecopy or facsimile (if a number
telecopier number is listed below) to the intended recipient provided that such
notice is also sent by United States Mail, as certified mail, return receipt
requested and postage paid thereon; (b) the third business day after the date
placed in United States Mail, as certified mail, return receipt requested and
postage paid thereon; (c) the first business day after such notice is sent by
express mail or other overnight mail service. All notices shall be delivered to
the addresses indicated below, unless the party giving any such notice has been
notified in writing of a change of such address:
To HPIC: James L. Copland
Hot Products Inc.com
7625 East Redfield Road
Phoenix, Arizona 85260
Telecopier No. (480) 607-6801
To IGP: Michael J. Coker
International Global Positioning, Inc.
3200 North Central Avenue, Suite 1990
Phoenix, Arizona 85012
Telecopier No. (602) 285-0974
16. Governing Law. This Preliminary Agreement, and all documents
--------------
prepared and signed pursuant to this Preliminary Agreement, shall be governed
and construed by the laws of the State of Arizona.
17. Expenses. Each party shall be solely responsible for and bear its
--------
own expenses, including but not limited to accounting, appraisal and legal
expenses, incurred at any time in connection with this Preliminary Agreement and
the transactions contemplated herein.
18. Term. Once this Preliminary Agreement is accepted, it shall remain
----
in effect until the earlier of (i) execution of the Agreement and Plan of
Merger; or (ii) the failure of a condition to, or other term of, this
Preliminary Agreement.
PAGE 4. AGREEMENT
When countersigned by IGP, this letter will provide a basis to proceed with
the negotiations and Closing of this Transaction. Neither party shall be
obligated to effect the Transaction sell or purchase the Assets until such time
as the parties have entered into a formal Agreement and Plan of Merger. Please
indicate your acceptance of the terms of this Preliminary Agreement by signing
and returning the enclosed counterpart of this Preliminary Agreement to me.
Very truly yours,
HOT PRODUCTS INC.com
By: /s/ James L. Copland
---------------------------
James L. Copland, President
And Chief Operating Officer
Accepted this 10th day of
October, 2001
INTERNATIONAL GLOBAL POSITIONING, INC.
/s/ Michael J. Coker, President
By: -----------------------------------
Michael J. Coker, President